Method and system for security certificate holders to take remote decisions during operations concerning said security certificates

ABSTRACT

The invention concerns a system enabling remote security certificate holders of a company to take decisions concerning security operations proposed by the company. The system uses a computer communication network and distinguishes between registered owners and bearer securities holder. In the case of a registered owner, an identification code generated by a centralizing unit is returned by the holder to the centralizing unit directly and in parallel via a depository. In the case of a bearer securities holder, an identification key generated by a collecting agent is transmitted directly and in parallel via a depository. The holder transmits his identifiers and his decisions to the collecting agent who forwards them partly, in parallel, via the depository to a centralizing unit. The centralizing unit compares the codes or identification keys for the purpose of executing the decisions of the holders.

FILED OF THE INVENTION

The present invention relates to a method and a system enabling securityholders to make decisions or instructions during operations affectingthese securities.

DEFINITIONS OF THE INVENTION

Within the meaning of the present invention, “decisions or instructions”refers to decisions or instructions formulated by a security holder inresponse to a trade offer concerning the securities (for example:transfer or retain in the case of an exchange offer, sell the securitiesor retain them in the case of a purchase offer, purchase or apply forshares in the case of subscription or exercise subscription rights orthe option for dividend shares, etc.)

Within the meaning of the present invention, “security order” refersmore generally to any instruction given by the security holdersconcerning the securities they hold, either in response to an offer oran external event (decisions or instructions) related to either thepurchase, sale, blocking, application, or communication of the number ofsecurities held.

BACKGROUND OF THE INVENTION

Currently, the decisions or instructions during operations affectingsecurities or security orders for holders of securities of a quotedcompany (the issuer) are executed by transmitting documents via thepostal service and, for the most part, by intermediary of financialdepository institutions. The sending and receiving of security ordersinvolves several depositories (banks, stock brokering companies) inFrance and abroad, and several methods of transmission.

The current operating method is thus characterized by the cumbersomenature of document exchanges, often paper, and by the difficultyexperienced by the issuers involved in inviting distant or unidentifiedholders to respond to security offers.

French law makes a distinction between the registered security holder,who has legally or voluntarily accepted to allow his name and contactinformation to be made known to the issuing company, and the bearersecurity holder, whose identity can be known only through performing acostly search initiated by the issuer and with a result that is alwaysincomplete. The number of securities held by the bearer security holderand his identity are in fact only known upon his initiative, for exampleduring the receipt by the issuer of a security order concerning, forexample, a request to block the shares that will be addressed to hisdepository.

Although the decisions or instructions transmitted via Internet duringthe security orders are easily incorporated into the relationshipbetween the issuer and the registered owners known at the outset and towhom a confidential identifier has been sent, it is different for thedecisions or instructions of the bearer security holders, who areunknown to the issuer. To be valid, their decisions or instructions mustwait to be verified by the banker, the final centralizing unit generallybelonging to an organization responsible for the registration of or thecompensation for securities (in France, EUROCLEAR).

It should be noted that remote decisions or instructions require thetransmission via mail of a form for a decision or instruction by adepository network. The depositories in the network, including the lastelement of the network, the centralizing unit, validate the response toa security offer which comprises two elements: the number of securitiesheld and the decisions or instructions proposed to and duly selected bythe holder. The centralizing unit is generally a member of aninstitution responsible for the recording of or the payment forsecurities.

OBJECT AND SUMMARY OF THE INVENTION

The present invention relates to a method and a system enabling thestated problem to be resolved.

The method according to the invention enables remote holders ofsecurities of a company to make decisions or to transmit instructionsduring a security trade affecting the securities. The trade is offeredto security holders in an offer by a third party or by the company, inparticular during an offer to buy or exchange securities. The thirdparty or the company is hereinafter referred to as the issuer of theoffer.

The method according to the invention implements a computercommunication network, in particular of the Internet type. Theadministration of decisions or instructions is provided by the issuer ofthe offer and/or by an entity, in particular a financial institution,hereinafter referred to as the centralizing unit.

The method according to the invention is implemented in one or both ofthe following cases:

-   -   Case in which the Registered Security Holders Have Communicated        Their Names and Their Contact Information to the Company

In this case, the registered security holders have deposited theregistered securities with a financial institution hereinafter referredto as the financial depository institution.

In this case, the method according to the invention comprises the step,for the issuer of the offer and/or for the centralizing unit, ofgenerating and transmitting to the registered security holder aconfidential identification code. The method according to the inventionalso comprises the step, for the registered security holder, ofidentifying himself by transmitting to a collecting agent, via thecomputer network, personal identifiers, decisions, or instructionsconcerning the proposed security trade, as well as the confidentialidentification code. The method according to the invention alsocomprises the step, for the collecting agent, of recording the personalidentifiers, the decisions or instructions concerning the proposedsecurity trade, as well as the confidential identification code. Themethod according to the invention also comprises the step, for thecollecting agent, of transmitting to the centralizing unit, via thecomputer communication network, the personal identifiers, the decisionsor instructions concerning the security trade, as well as theconfidential identification code. The method according to the inventionalso comprises the step, for the collecting agent, of generating andtransmitting to the depository via the computer communication network amessage containing the security orders accompanied by the statement ofthe number of securities involved and the confidential identificationcode.

The method according to the invention also comprises the step, for thedepository, of transmitting to the centralizing unit the name of theregistered security certificate holder, the number of securities held bythe registered security certificate holder, the orders for securities,and the confidential identification code (6 c).

The method according to the invention also comprises the step, for thecentralizing unit, of executing the orders for securities related to thesecurity trade for which the identification code received from thecollecting agent and the identification code received from thedepository are identical to the identification code generated, and oflinking with the decision or instruction concerning the security tradethe orders for securities and the number of securities held by theregistered security holder.

-   -   Case of Bearer Securities

In this case, the bearer securities are deposited with a financialinstitution hereinafter referred to as the financial depositoryinstitution. The method according to the invention in this casecomprises the step, for the bearer securities holder, of transmittingvia the computer communication network the personal identifiers as wellas the decisions or instructions concerning the security trade to acollecting agent whom the bearer security holder has designated as thefinancial depository institution. The method according to the inventionalso comprises the step, for the collecting agent, of recording thepersonal identifiers as well as the decisions or instructions concerningthe security trade. The method according to the invention also comprisesthe step, for the collecting agent, of generating and linking anidentification key to the decisions or instructions concerning thesecurity trade. The method according to the invention also comprises thestep, for the collecting agent, of transmitting to the centralizingunit, via the computer communication network, the personal identifiersas well as the decisions or instructions concerning the security tradeand the corresponding identification key. The method according to theinvention also comprises the step of generating and transmitting to thedepository, via the computer communications network, a messagecontaining the security orders, accompanied by the statement of thenumber of securities involved and the identification key. The methodaccording to the invention also comprises the step, for the depository,of transmitting to the centralizing unit the name of the bearer securityholder, the number of securities held by the bearer security holder, thesecurity orders, and the identification key. The method according to theinvention also comprises the step, for the centralizing unit, ofexecuting the security orders concerning the security trade for whichthe identification key received from the collecting agent is identicalto the identification key transmitted by the depository, and linking thesecurities orders and the number of bearer securities to the decisionsor instructions.

According to one version of an embodiment of the invention, the issuerassumes responsibility for least part of the services implemented by thecentralizing unit.

The invention further relates to a system enabling remote holders ofsecurities of a company to make decisions or to transmit instructionsduring a security trade affecting the securities. The trade is proposedto security certificate holders in an offer by a third party or by thecompany, in particular during an offer to purchase or exchangesecurities. The third party or the company is hereinafter referred to asthe issuer of the offer. The administration of decisions or instructionsis provided by the issuer and/or by an entity, in particular a financialinstitution hereinafter referred to as the centralizing unit. The systemaccording to the invention implements a computer communication network,in particular of the Internet type.

The system according to the invention is implemented in one or both ofthe following cases:

-   -   Case in which the Registered Security Holders Have Communicated        their Names and their Contact Information to the Company

In this case, the registered security holders have deposited theregistered securities with a financial institution hereinafter referredto as the financial depository institution.

In this case, the system according to the invention comprises a means ofcalculation and a means of transmission used by the issuer or by thecentralizing unit to generate and transmit to the registered securityholder a confidential identification code. The system according to theinvention in this case also comprises computer equipment used by thesecurity holder to transmit to a collecting agent-server, via thecomputer network, personal identifiers, decisions or instructions, aswell as the confidential identification code. The collectingagent-server comprises means for recording the personal identifiers, thedecisions or instructions, as well as the confidential identificationcode. The collecting agent server also comprises means of transmissionto transmit to a collecting agent-server used by the centralizing unit,via the computer communication network, the personal identifiers, thedecisions or instructions, as well as the confidential identificationcode. The collecting agent-server comprises means of transmission forgenerating and transmitting to the depository, via the computercommunication network, a message comprising security orders accompaniedby the statement of the number of securities involved and of theconfidential identification code.

The depository has means of transmission for transmitting to thecentralizing unit the name of the registered security holder, the numberof securities held by the registered holder, the security orders, andthe confidential identification code.

The collecting agent-server comprises means of execution for executingthe security orders for which the identification code received by thecollecting agent server and the identification code received from thedepository are identical to the identification code generated, and forlinking to the decisions or instructions the security orders and thenumber of securities held by the registered holder.

-   -   Case of Bearer Securities

In this case, the bearer securities are deposited with a financialinstitution hereinafter referred to as the financial depositoryinstitution. In this case, the system according to the inventioncomprises computer equipment used by the security holder fortransmitting to a collecting agent-server, via the computercommunication network, the personal identifiers, the decisions or theinstructions, as well as the contact information of the financialdepository institution. The collecting agent-server comprises means ofrecording for recording the personal identifiers, and the decisions orinstructions. The collecting agent-server also comprises a first meansof data processing for generating and linking an identification key tothe decisions or instruction. The collecting agent-server also comprisesa first means of transmission for transmitting to a collecting agentserver, via the computer communication network, the personalidentifiers, the decisions or instructions, as well as the correspondingidentification key. The collecting agent-server also comprises a secondmeans of data processing for generating and transmitting to thedepository, via the computer communication network, a message containingthe security orders accompanied by the statement of the number ofsecurities involved and the identification key.

The depository has means of transmission for transmitting to the issueror to the centralizing agent the name of the bearer security holder, thenumber of securities held by the bearer security holder, the securityorders, and the identification key.

The collecting agent-server comprises means of execution for executingthe security orders for which the identification key received from thecollecting agent server is identical to the identification keytransmitted by the depository, and for linking the security orders andthe number of securities to the bearer to the decisions or instructions.

According to one version of the embodiment of the invention, the issuerassumes responsibility for at least part of the functions exercised bythe centralizing unit.

The invention further relates to a server enabling remote holders of thesecurities of a company to make decisions or to transmit instructionsduring a security trade affecting the securities. The trade is proposedto the security holders in an offer by a third party or by the company,in particular during an offer for purchase or exchange of securities.The third party or the company is hereinafter referred to as the issuerof the offer. The administration of the decisions or of the instructionsis provided by the issuer and/or by an entity, in particular a financialinstitution, hereinafter referred to as the centralizing unit. Theserver is connected to a computer communication network, particularly ofthe Internet type.

The server is implemented in one and/or both of the following cases:

-   -   Case in which the Registered Security Certificate Holders Have        Communicated Their Names and Contact Information to the Company

In this case, the registered security holders have deposited theregistered securities with a financial institution hereinafter referredto as the financial depository institution.

In this case, the issuer of the offer and/or the centralizing unit havegenerated or transmitted to the registered security holder aconfidential identification code. The security holder has transmitted tothe server, via the computer network, the personal identifiers, thedecisions or the instructions, as well as the confidentialidentification code.

In this case, the server according to the invention also comprises meansof recording for recording the personal identifiers, the decisions orinstructions, as well as the confidential identification code. Theserver according to the invention also comprises means of transmissionfor transmitting to the centralizing unit-server used by thecentralizing unit, via the computer communication network, the personalidentifiers, the decisions or instructions, as well as the confidentialidentification code.

The server according to the invention also comprises means oftransmission for generating and transmitting to the depository, via thecomputer communication network, a message containing the security ordersaccompanied by the statement of the number of securities involved andthe confidential identification code.

The depository transmits to the centralizing unit the name of theregistered security holder, the number of securities held by theregistered security holder, the security orders, and the confidentialidentification code.

The centralizing unit executes the security decisions for which theidentification code received from the server and the identification codereceived from the depository are identical to the identification codegenerated, and links to the decisions or instructions the securityorders and the number of securities held by the registered securityholder.

-   -   Case of Bearer Securities

In this case, the bearer securities are deposited with a financialinstitution hereinafter referred to as the financial depositoryinstitution. The security holder transmits to the server, via thecomputer network, personal identifiers, decisions or instructions, aswell as the contact information of the financial depository institution.

In this case, the server according to the invention comprises means ofrecording for recording the personal identifiers, and the decisions orinstructions. The server according to the invention also comprises meansof data processing for generating and linking an identification key tothe decisions or instructions. The server according to the inventionalso comprises a first means of transmission for transmitting to acentralizing unit-server used by the centralizing unit, via the computercommunication network, the personal identifiers, the decisions orinstructions, as well as the corresponding identification key. Theserver according to the invention also comprises a second means of dataprocessing for generating and transmitting to the depository, via thecomputer communication network, a message containing the security ordersaccompanied by the statement of the number of securities involved andthe identification key.

The depository transmits to the issuer or to the centralizing unit thename of the bearer security holder, the number of securities held by thebearer security holder, the security orders, and the identification key.

The centralizing unit executes the security orders for which theidentification key received from the server is identical to theidentification key transmitted by the depository, and links the securityorders and the number of bearer securities to the decisions orinstructions.

According to one version of the embodiment of the invention, the issuerassumes responsibility for at least part of the functions exercised bythe centralizing unit.

DESCRIPTION OF THE FIGURES

Other characteristics and advantages of the invention become apparentupon reading the description of versions of the embodiment, given forpurposes of example which are non-restrictive, and by the followingFIGS. 1-3:

The versions of the embodiment given for purposes of example which arenon-restrictive, by referring to FIGS. 4 through 6 mentioned below,relate in particular to a method and a system enabling remotestockholders to vote electronically at meetings. The descriptions ofFIGS. 1 through 6 follow:

FIG. 1 is a schematic representation for the case of a registeredsecurity holder, and the nature and the flow of various informationwhich is exchanged between the security holder and the various serversand which is necessary for taking into consideration the decisions orthe instructions of the security holder;

FIG. 2 is a schematic representation for the case of the bearer securityholder, and the nature and the flow of various information which isexchanged between a security holder and the various servers and which isnecessary for taking into consideration the decisions or theinstructions of the security holder;

FIG. 3 is a representation of a general view of a version of the systemand of the method according to the invention in the case of registeredsecurity holders and bearer security holders transmitting decisions orinstructions by using an Internet-type computer communication network;

FIG. 4 is a schematic representation of the case for a registeredstockholder, the nature and the flow of various information necessaryfor voting, and various exchanges between the various servers;

FIG. 5 is a schematic representation of the case for a bearerstockholder, the various information necessary for voting, and thevarious exchanges between the various servers; and

FIG. 6 is a representation of a general view of a version of the systemand of the method according to the invention in the case of registeredstockholders and bearer stockholders voting by using an Internet-typecomputer communication network.

DETAILED DESCRIPTION OF THE EMBODIMENTS

FIG. 1 is a representation of the case of a registered security holder,and the nature and the flow of various information which is exchangedbetween a security holder and the various servers and which is necessaryfor taking into consideration the decisions or the instructions of thesecurity holder, during a security trade.

In the proposed version, registered security holder 6 is the holder of acertain number of securities 6 n which he deposits with a depository 5having means of recording 5 e.

Before transmitting his decisions or instructions concerning thesecurity trade, registered security holder 6 receives a confidentialidentification code 6 c transmitted from a collecting agent-server 4(or, optionally, from an issuer 2).

During the implementation of a security trade, security holder 6transmits to a collecting agent-server 3, via a computer communicationnetwork 1, in particular an Internet-type computer communicationnetwork, his confidential code 6 c, personal identifiers 6 i, anddecisions or instructions 6 v concerning the security trade. Collectingagent-server 3 records this information in its recording system 3 e.Collecting agent-server 3 is connected via a communication network 1, inparticular an Internet-type computer communication network, to acollecting agent-server 4 (or, optionally, to issuer 2). By using itstransmission devices 3 t via network 1, collecting agent-server 3transmits to collecting agent-server 4 of the centralizing unitinstitution the confidential code 6 c, personal identifiers 6 i, anddecisions or instructions 6 v of security holder 6.

In parallel, collecting agent-server 3 sends to depository 5, viacomputer network 1 and means of transmission 3 tb, this confidentialcode 6 c as well as a message containing security orders 6 di.

Although the version of the embodiment described represents only asingle depository, the present invention is equally applicable to thecase of a chain of depositories.

Depository 5 records 5 e the instructions sent to it by collectingagent-server 3 and by its means of communication 5 t, via network 1,transmits to centralizing unit-server 4 confidential code 6 c as well assecurity orders 6 di, the information concerning the holder, and thenumber of securities 6 n involved.

Collecting agent-server 4 compares, by means of a comparator 4 c,confidential code 6 c which it sent to security holder 6 (before hetransmits his decisions or instructions) to the code received bycollecting agent 3 and depository 5. The equivalence of these two codesreceived to the one generated by the centralizing unit enables securitytrades 6 di to be executed by taking into consideration decisions orinstructions 6 v and personal identifiers 6 i, security orders 6 di,security orders 6 di, and the number of securities 6 n held.

FIG. 2 is a representation of the case of a bearer security holder, andthe nature and the flow of various information which is exchangedbetween a holder and the various servers and which is necessary fortaking into consideration the decisions or the instructions of theholder, during a security trade.

The main feature of the invention is emphasized here. It involves thefact that the holder of securities, in particular bearer securities, isenabled to transmit decisions or instructions, via an Internet-typecomputer communication network, directly to the centralizing unit inresponse to an offer. This transmission precedes and duplicates thesecurity orders that are transmitted to the depository institutions. Themethod consists of accelerating the chain of transmission forinformation and of making it secure by duplicating, for decisions orinstructions 7 v, security orders 7 di and the number of securities 7 nheld by bearer security holder 7 and transmitted by one or severaldepositories 5.

In the proposed version, bearer security holder 7 holds a certain numberof securities 7 n that he deposits with a depository 5 having a means ofrecording Se. The method comprises holder 7 who wishes to make decisionsor instructions concerning the security trade, sending to a collectingagent-server 3 from a collecting agent center, via an Internet network1, his personal identifiers 7 i and his decisions or instructions 7 vconcerning his number of securities 7 n. As soon as this information isreceived, collecting agent-server 3 records the information in itsrecording system 3 e, and by means of a specific module 3 g generates anidentification key 8 linked to the decisions or instructions. Collectingagent-server 3 sends to depository 5, via computer network 1 and meansof transmission 3 tb, this identification key 8 as well as a messagecontaining security orders 7 di.

Although the version of the embodiment described represents only onedepository, the present invention is equally applicable to the case of achain of depositories.

In parallel, by using another means of transmission 3 t, collectingagent-server 3 sends to centralizing unit-server 4 of the centralizingunit the personal identifiers 7 i, decisions or instructions 7 v, andidentification key 8.

Depository 5 records 5 e the instructions sent to it by collectingagent-server 3 and by its means of communication 5 t via network 1transmits to centralizing unit-server 4 the identification key 8,security orders 7 di, as well as information concerning the securityholder and the number of securities 7 n involved.

To take into consideration the decisions or instructions of holder 7,centralizing unit server 4 compares 4 c identification key 8 coming fromcollecting agent-server 3 and from depository 5. In the case that thesekeys match, the centralizing unit executes 4 v security orders 7 di bycomparing, for the appropriately identified holder 7 i, decisions orinstructions 7 v received from collecting agent-server 3, securityorders 7 di, and the number of securities 7 n involved, received fromthe depository. As this version demonstrates, the method and the systemaccording to the invention enable complete independence to be maintainedbetween the institution that validates the decision or instructions andthe institution that is the depository for the securities for which itis responsible. This feature in particular characterizes the methodaccording to the invention because these elements are usuallytraditionally the object of the same flow of transmission by the chainof depositories.

Thus, the method according to the invention retains, by amplifying andby making secure, the current process. In fact, the financial depositoryintermediaries always ensure a function in line with their fiduciarymission concerning the movements and security trades. In addition, alarger number of holders may respond to security offers. Lastly, theissuer (or the centralizing unit) knows earlier and more completely thedecisions or instructions. Due to the receiving module which enables itto reconcile the decisions or instructions and the number of securitiesinvolved, the final result and the response to offers are made secure.

FIG. 3 is a representation of a general view of a version of the systemand the method according to the invention in the case of registeredholders 6 a, 6 b and bearer security holders 7 a, 7 b transmitting theirdecisions or their instructions concerning the security trades by meansof an Internet-type computer network. The various servers of issuer 2,of collecting agent 3, of centralizing unit 4, and of depository 5 areconnected to an Internet-type computer network. Registered holders 6 a,6 b transmit via Internet network 1 various information that concernsthem. This information is recorded, transmitted, compared, and executedby means of various corresponding systems 3 e, 3 t of collecting agent 3and 4 c, 4 v, 4 t of centralizing unit 4 and of depository 5. In thecase of bearer security holders 7 a, 7 b, these are the servers forcollecting agent 3 of centralizing unit 4 and of depository 5 whichprovide the decision or the instruction method. The informationtransmitted by holders 7 a, 7 b to collecting agent 3 is recorded in amodule 3 e, and an identification key 8 is generated by means of amodule 3 g. A first means of transmission 3 t is used by collectingagent-server 3 to communicate the information to a centralizing unitserver 4 of a centralizing unit center, and other information istransmitted to the depository center 5 by the collecting agent-servervia transmission 3 tb. Lastly, this figure shows the various means ofrecording Se and of transmission 5 t for depository center 5, and meansfor comparison 4 c of transmission 4 t and execution 4 v of centralizingunit-server 4 of the centralizing unit center.

The versions of the embodiment, given for the purposes of example whichare non-restrictive, by referring to FIGS. 4 through 6, relate inparticular to a method and a system enabling remote stockholders to voteelectronically at meetings.

FIG. 4 is a representation of the case of a registered stockholder, thenature and the flow of various information necessary for voting, andexchanges between the various servers and a stockholder.

Collecting agent 13 and centralizing unit 14 (or, optionally, issuer 12)are connected through a computer network 11. Registered stockholder 16receives, before his vote, a confidential identification code 16 ctransmitted from a centralizing unit 14 (or, optionally, from an issuer12). During the voting, this stockholder 16 will transmit to collectingunit 13, via Internet network 11, his confidential code 16 c, hispersonal identifiers 16 i, and his voting instructions 16 v. Collectingagent 13 will record this information in its recording system 13 e.collecting agent 13 will then transmit, by means of its transmissiondevices 13 t via network 11, to centralizing unit institution 14confidential code 16 c, personal identifiers 16 i, and votinginstruction 16 v of stockholder 16. Centralizing unit 14 will compare 14c the confidential code which it sent to the stockholder before he votesto the one received from stockholder 16. The matching of these two codesenables validation 14 v of the information concerning votinginstructions 16 v and identifiers 16 i. Centralizing unit 14 thenrecords the stockholder's vote thus identified, by taking intoconsideration his voting instructions 16 v and by linking to hisinstructions the number of shares 16 n that he holds.

FIG. 5 is a representation of the case of a bearer stock holder, thevarious information necessary for voting, and the various exchangesamong the various servers.

One of the principal technical features of the invention is emphasizedhere. It involves the fact that, not only does it enable a vote by thestockholder, in particular for the bearer share holder, via anInternet-type computer network 11, but more particularly in such a waythat the share depository institutions do not know how theirshareholders voted. The method comprises unlinking, in the informationchain of transmission, the number of shares 17 held by bearer shareholder 17 from his voting instructions 17 v.

In the proposed version, the bearer share holder is the holder of acertain number of shares 17 n that he has deposited with a depository 15having means of recording 15 e. For shareholder 17 who wishes to vote,the method comprises sending his personal identifiers 17 i and hisvoting instructions 17 v concerning his number of shares 17 n to acollecting agent center 13 by means of an Internet-type communicationnetwork 11. When this information is received, collecting agent center13 records the information in its recording systems 13 and by means of aspecific module 13 g generates a voting identification key 18. Thecollecting agent center sends this voting key as well as a request toblock shares 17 di to depository 15 via computer network 11 and means oftransmission 13 tb. Although only one single depository is representedin the version of the embodiment described, the present invention isequally applicable to a chain of depositories.

This message thus contains only the voting instructions, which ensuresthat they will not be disclosed to the depository. In parallel, thiscollecting agent center 13 sends, via other means of transmission 13 t,to centralizing unit 14 the personal identifiers 17 i, votinginstructions 17 v, and voting identification key 18. The collectingagent center does not transmit the number of shares 17 n involved.

Depository 15 has recorded 15 e the instructions sent to it by thecollecting agent center and transmits, by its means of communication 15t via network 11, to centralizing unit 14 the voting identification key18 as well as the information concerning the shareholder and the numberof shares 17 n involved. To take into consideration the vote ofshareholder 17, centralizing unit 14 must compare 14 c voting key 18,and in the case that the keys match, it must validate 14 v by comparing,for the clearly identified shareholder, voting instructions 17 vreceived by the collecting agent, and the number of shares 17 nconcerned, received from the depository. As this version demonstrates,the method and the system according to the invention allow completeindependence to be maintained by the institution that validates thevotes and the institution that is the depository of the shares for whichit is responsible. This feature in particular characterizes the methodaccording to the invention because these elements are traditionallyincluded together in the same paper voting form transmitted by the chainof centralizing units.

Thus, in sharp contrast to the current paper process, since the votinginstructions of the shareholder clients are not disclosed to thefinancial depository intermediaries the latter provide only a functionin line with their fiduciary mission, related to the holding ofcertificates and the possible blocking of shares as required by law. Thevoting results are disclosed only to the issuer (or the centralizingunit), because only they have the reception module enabling thereconciliation of the voting instructions and the number of sharesinvolved.

FIG. 6 is a representation of a general view of a version of the systemand the process according to the invention in the case of registeredshareholders 16 a, 16 b and bearer shareholders 17 a, 17 b, voting bymeans of an Internet-type computer network 11. The various servers ofissuer 12, collecting agent 13, centralizing unit 14, and depository 15are connected to an Internet-type computer network 11. Registered shareholders 16 a, 16 b will transmit via Internet network 11 the variousinformation concerning them. This information will be recorded,transmitted, compared, and validated by means of various appropriatesystems 13 e, 13 t of collecting agent 13 and 14 c, 14 v of centralizingunit 14. In the case of bearer shareholders 17 a, 17 b, the servers ofcollecting agent 13, centralizing unit 14, and depository 15 willprovide the means for the voting procedure. The information transmittedby shareholders 17 a, 17 b to collecting agent 13 is recorded by amodule 13 e, and an identification key is generated by a module 13 g. Afirst means of transmission 13 t is used to communicate the informationto a centralizing unit center 14, and other information is transmittedby means 13 tb to depository center 15. Lastly, we see in this figurethe various means for recording 15 e and for transmission 15 t fordepository center 15, and means of comparison 14 c and means ofvalidation 14 v of centralizing unit center 14.

1. A method of enabling remote holders of securities of a company totransmit decisions/instructions in response to an offer of corporateaction over a computer communications network, comprising the steps of:generating and transmitting, by a centralized unit, said offer ofcorporate action and a confidential identification code to a holder ofsecurities relating to said offer over said computer communicationsnetwork, said holder of securities operating with a collecting agent;recording, by said collecting agent, decisions/instructions and personalidentifiers received from said holder of securities over said computercommunications network, and additionally recording, by said collectingagent, said confidential identification code received from said holderof securities over said computer communications network if said holderof securities is a registered holder of securities; generating anidentification key for said holder of securities if said holder ofsecurities is a bearer holder of securities and linking thedecisions/instructions of said holder relating to said offer to saididentification key of said holder of securities if said holder ofsecurities is said bearer holder; transmitting, by said collectingagent, the decisions/instructions and the personal identifiers of saidholder of securities to said centralizing unit over said computercommunications network; transmitting, by said collecting agent, saidconfidential identification code of said holder of securities to saidcentralizing unit over said computer communications network if saidholder of securities is said registered holder; transmitting, by saidcollecting agent, said identification key of said holder of securitiesto said centralizing unit over said computer communications network ifsaid holder of securities is said bearer holder; generating andtransmitting, by said collecting agent, a message containing thedecisions/instructions of said holder of securities and a number ofsecurities held by said holder of securities relating to said offer to afinancial depository institution over said computer communicationsnetwork if said holder of securities is said registered holder;generating and transmitting, by said collecting agent, a bearer messagecontaining a request to register, block for registration or transfer anumber of securities held by said holder of securities relating to saidoffer to said financial depository institution over said computercommunications network if said holder of securities is said bearerholder; transmitting, by said collecting agent, the number of securitiesinvolved relating to said offer and deposited with the financialdepository institution, and said identification key of said holder ofsecurities to said centralizing unit over said computer communicationsnetwork if said holder of securities is said bearer holder; validating,by said centralizing unit, said registered holder and thedecisions/instructions of said registered holder when said confidentialidentification code received from said registered holder matches saidconfidential identification code generated by said centralizing unit forsaid registered holder; recording, by the centralizing unit, thedecisions/instructions of said registered holder and linking thedecisions/instructions of said registered holder with a number ofsecurities held by said registered holder relating to said offer if saidregistered holder has been validated; validating, by said centralizingunit, said bearer holder and the decisions/instructions of said bearerholder when said identification key of said bearer holder received fromsaid collecting agent matches said identification key of said bearerholder received from said financial depository institution; andrecording, by the centralizing unit, the decisions/instructions of saidbearer holder and linking the decisions/instructions of said bearerbolder with a number of securities held by said bearer holder relatingto said offer if said bearer holder has been validated.
 2. The method ofclaim 1, wherein at least one of the steps of generating andtransmitting a confidential identification code, and linking thedecisions/instructions of said registered holder by said centralizingunit are partially performed by a-third-party or a company that issuedsaid offer.
 3. The method of claim 1, wherein the steps of generatingand transmitting said offer of corporate action and linking thedecisions/instructions of said bearer holder by said centralizing unitare partially performed by a third-party or a company that issued saidoffer.
 4. The method of claim 1, wherein the corporate action is atleast one of the following: an offer to participate in a general meetingand vote in response to a call of a company meeting; an offer topurchase or exchange a security in response to an offering from a thirdparty or a company tat issued the offer.
 5. A system for enabling remoteholders of securities of a company to transmit decisions/instructions inresponse to an offer of corporate action over a computer communicationsnetwork, comprising: a centralizing unit under control of a financialinstitution for administering the decisions/instructions of holders ofsecurities relating to said offer, and comprising a recording system anda processor for generating and transmitting to a holder of securitiessaid offer of corporate action and a confidential identification code ifsaid holder of securities is a registered holder of securities over saidcomputer communications network; a collecting agent sewer under controlof a collecting agent, which administers the decisions/instructions ofsaid holder of securities relating to said offer of corporate action;and a computer, under control of said holder of securities, fortransmitting decision/instructions and personal identifiers of saidholder of securities and additionally transmitting said confidentialidentification code if said holder of securities is said registeredholder relating to said offer to said collecting agent server over saidcomputer communications network; and wherein said collecting agentserver comprises: a recording system for recording thedecisions/instructions and the personal identifiers of said holder ofsecurities and additionally recording said confidential identificationcode if said holder of securities is said registered holder, a modulefor generating an identification key if said holder is a bearer holderof securities; a processor for: linking the decisions/instructions ofsaid holder relating to said offer to said identification key if saidholder of securities is a bearer holder; generating a message containingthe decisions/instructions and a number of securities held by saidholder of securities relating to said offer if said holder of securitiesis said registered holder; and generating a bearer message containing arequest to register, block for registration, or transfer a number ofsecurities held by said holder relating to said offer if said holder ofsecurities is said bearer holder; and a transmission device for:transmitting the decisions/instructions and the personal identifiers ofsaid holder to said centralizing unit over said computer communicationsnetwork; transmitting said confidential identification code to saidcentralizing unit and transmitting said message to a financialdepository institution over said computer communications network if saidholder of securities is said registered holder; and transmitting saididentification key to said centralizing unit and said bearer message tosaid financial depository institution over said computer communicationsnetwork if said holder of securities is said bearer holder; and whereinsaid centralizing unit is operable to receive a number of securitiesheld by said holder of securities relating to said offer and saididentification key if said holder of securities is said bearer holderfrom said financial depository institution over said computercommunications network; and wherein said processor of said centralizingunit is operable to: validate said registered holder and thedecisions/instructions of said registered holder when said confidentialidentification code received from said registered holder matches saidconfidential identification code generated by said processor of saidcentralizing unit for said registered holder; record thedecisions/instructions of said registered holder in said recordingsystem of said centralizing unit and link the decisions/instructions ofsaid registered holder with the number of securities held by saidregistered holder relating said offer if said registered holder has beenvalidated; validate said bearer holder and the decisions/instructions ofsaid bearer holder when said identification key of said bearer holderreceived from said financial depository institution matches saididentification key of said bearer holder received from said processer ofsaid collecting agent server; and record the decisions/instructions ofsaid bearer holder in said recording system of said centralizing unitand link the decisions/instructions of said bearer holder to the numberof securities held by said bearer holder relating to said offer if saidbearer holder has been validated.
 6. The system of claim 5, wherein saidcentralized unit further comprises an issuer server under control of anissuer of said offer for partially performing one or more functions ofsaid centralized unit.
 7. The system of claim 5, wherein said corporateaction is at least one of the following: an offer to participate in ageneral meeting and vote in response to a call of a company meeting; anoffer to purchase or exchange a security in response to an offering froma third party or a company that issued the offer.
 8. A server connectedto a computer communications network for enabling remote holders ofsecurities of a company to transmit decisions/instructions in responseto an offer of corporate action over said computer communicationsnetwork, comprising: a recording system for; recordingdecisions/instructions and personal identifiers relating to said offerreceived from a holder of securities over said computer communicationsnetwork; and recording a confidential identification code received fromsaid holder of securities if said holder of securities is a registeredholder of securities; and wherein said confidential identification codebeing generated and transmitted to said registered holder by acentralizing unit, which administers the decisions/instructions ofholders of securities relating to said offer; a processor for:generating a message containing said confidential identification code,the decision/instructions and the number of securities held by saidholder of securities relating to said offer if said holder of securitiesis said registered holder; and generating an identification key andlinking the decisions/instructions of said holder of securities relatingto said offer to said identification key if said holder is a bearerholder of securities; and generating a bearer message containing arequest to register, block from registration or transfer a number ofsecurities held by said holder of securities relating to said offer ifsaid holder of securities is said bearer holder; and a transmissiondevice for: transmitting said message over said computer communicationsnetwork to a depository, which receives the securities of saidregistered holder deposited with a financial depository institution ifsaid offer involves transferring securities and transmits the number ofsecurities held by said registered holder relating to said offer to saidcentralizing unit over said computer communications network;transmitting the decisions/instructions, said confidentialidentification code and the personal identifiers of said registeredholder to said centralizing unit over said computer communicationsnetwork so that said registered holder can be validated by saidcentralizing unit when said confidential identification code transmittedto the centralizing unit matches the generated confidentialidentification code for said registered holder, and thedecisions/instructions of said registered holder relating to said offercan be linked to the number of securities held by said registered holderrelating to said offer by said centralizing unit; transmitting saidbearer message and said identification key of said bearer holder oversaid computer communications network to said depository, which receivesthe securities of said bearer holder deposited with said financialdepository institution if said offer involves transferring securitiesand transmits said confidential identification code of said bearerholder and the number of securities held by said bearer holder to saidcentralizing unit over said computer communications network; andtransmitting the decisions/instructions, the personal identifiers andsaid identification key of said bearer holder to said centralizing unitover said computer communications network so that said bearer holder canbe validated by said centralizing unit when said identification keytransmitted to said centralizing unit from said server matches theidentification key transmitted to said centralizing unit from saiddepository, and the decisions/instructions of said bearer holderrelating to said offer can be linked to the number of securities held bysaid bearer holder by said centralizing unit.
 9. The server of claim 8,wherein the corporate action is at least one of the following: an offerto participate in a general meeting and vote in response to a call of acompany meeting; an offer to purchase or exchange a security in responseto an offering from a third party or a company that issued the offer.